SETTLEMENT AGREEMENT AND MUTUAL RELEASE


               This Settlement Agreement  and Mutual Release  ("Agreement")
          is made by and between:

          Kelar  Controls, Inc. ("Kelar"),  Kelly McMahon  ("McMahon"), and
          Larry Thomas  ("Thomas") (hereafter  collectively referred  to as
          "Plaintiffs")

                                         And

          EIF Holdings,  Inc. ("EIF"), Richard Austin  ("Austin") and Grant
          Kidani  ("Kidani")  (hereinafter   collectively  referred  to  as
          "Defendants")

                                         And

          American Eco Corporation ("ECO").

          The  Plaintiffs,   the   Defendants  and   ECO  are   hereinafter
          collectively referred to as "The Parties".

                                       RECITALS

          1.   On  or about  December  30, 1994,  EIF,  Kelar, McMahon  and
               Thomas entered into a Stock Sale Agreement  (the "Stock Sale
               Agreement") whereby  EIF  sold McMahon  and  Thomas  200,000
               shares  of restricted  common stock  in EIF in  exchange for
               100% of the outstanding shares of stock in Kelar.

          2.   On or  about December 29,  1995, Kelar,  McMahon and  Thomas
               filed suit  in the  Federal District Court  in the  Northern
               District of  California.   Case number  C 95-20877 PVT  (the
               "Lawsuit"), against Defendants.

          3.   The  Lawsuit  seeks  rescission  of the  December  30,  1994
               agreement as well as damages from each of the defendants for
               alleged  violations of  the  securities laws  of the  United
               States and the  State of  California as well  as common  law
               fraud, breach of contract, breach of fiduciary duties.

          4.   Each  party specifically  denies that  it is  liable  to any
               other party for any  damages arising out of any  claims made
               in the  Lawsuit.   The  Parties  desire, however,  to  fully
               compromise their disputes.

               NOW, THEREFORE, in consideration of the mutual promises made
          in this Agreement, the Parties hereby agree as follows:


                                      AGREEMENT

          1.   CONSIDERATION
               -------------

               a)   ECO  will transfer  to McMahon  and Thomas  a total  of
                    50,000 shares (25,000 shares  each) of free trading ECO
                    common stock in exchange for the 200,000 shares  of EIF
                    stock acquired  by McMahon  and Thomas pursuant  to the
                    December 30, 1994 Stock  Sale Agreement.  This transfer
                    will take place no later than March 22, 1996.

               b)   EIF will  transfer to  McMahon  and Thomas  a total  of
                    678,294  shares (339,147  shares each) of  free trading
                    common  stock in EIF.  This transfer will take place no
                    later than June 30, 1996.

               c)   Upon transfer of the 678,294 shares of EIF common stock
                    to  McMahon and  Thomas as  set forth  in  section 1.b)
                    above,  the Earn  Out provisions  of Section  2.5.1 and
                    Schedule  2.5.1 of  the Stock  Sale Agreement  shall be
                    void, rescinded and of no further force and effect.

               d)   No later than  June 30, 1996, EIF  will have registered
                    an  employee  stock option  plan under  S-8.   Upon the
                    establishment of  the registered employee  stock option
                    plan.  EIF  will deliver to McMahon and  Thomas options
                    for  the  purchase of  free  trading  EIF common  stock
                    registered under the S-8 registration as follows:

                    i)   The  amount of option  shares delivered to McMahon
                         shall be 2,500 shares  multiplied by the number of
                         completed  months  since  January  1,  1995.   The
                         amount of option shares  delivered to Thomas shall
                         be  2,500  shares  multiplied  by  the  number  of
                         completed months since January 1, 1995.

                    ii)  The option price shall be  equal to the average of
                         the monthly average purchase price of EIF stock as
                         reflected in NASDAQ records for the period  1/1/96
                         to 3/31/96.   In  computing the average,  if there
                         were no sales reflected  in the NASDAQ records for
                         any calendar month period then that calendar month
                         shall not be used in computing the average selling
                         price.

                    iii) If as  S-8 registration is  not in effect  by June
                         30,  1996, then  at  the sole  options of  McMahon
                         and/or  Thomas, McMahon  and/or  Thomas  may  each
                         independently elect to receive cash in lieu of the
                         stock  options  vested   under  their   respective
                         employment contracts  with  Kelar as  of June  30,
                         1996.    If either  McMahon  or  Thomas elects  to
                         receive a cash payment, then EIF shall pay McMahon
                         and/or Thomas, as  the case may  be, in cash,  the
                         difference between  the option price,  as computed
                         above, and  the market  price of free  trading EIF
                         common stock as of February 16, 1996.  McMahon and
                         Thomas must make such  election no later than July
                         15, 1996 and if cash payment is elected, EIF shall
                         make its  cash payment(s)  no later than  July 30,
                         1996.

                    iv)  In the event  that such a cash payment is elected,
                         the cash  payment shall  be in  lieu of  the stock
                         options that  had vested under paragraph  3. D) of
                         the employment contracts between Kelar and McMahon
                         and/or Thomas respectively.  This Agreement has no
                         effect on stock options  to be granted pursuant to
                         the respective employment contracts  between Kelar
                         and McMahon  and between  Kelar and Thomas  to the
                         extent those  options have  not vested as  of June
                         30, 1996.

                    v)   Except  as   specifically   set  forth   in   this
                         agreement, the employment contracts  between Kelar
                         and  McMahon and  between Kelar  and  Thomas shall
                         remain in full force and effect.

               e)   The employment contracts between Kelar and McMahon  and
                    between Kelar  and Thomas  are hereby extended  so that
                    the terms of those agreements extends to a date that is
                    five  (5)  years  from   the  effective  date  of  this
                    settlement agreement.

               f)   The initial term of  the lease agreement for the  lease
                    of  the building  located at  404-C Umbarger  Road, San
                    Jose, CA 95111-2035 is  hereby extended to a  date that
                    is  five (5)  years  from the  effective  date of  this
                    settlement agreement.

               g)   EIF  provided  Kelar  with  $80,000 cash.    This  cash
                    represents capital investment by EIF into Kelar and not
                    a loan.

               h)   Within 15 days of the effective date of this agreement,
                    EIF  shall provide  Kelar with  the necessary  funds to
                    bring  the accounts  payable  of Kelar  current to  the
                    satisfaction of both McMahon and Thomas.  The amount of
                    money needed to accomplish  this is currently estimated
                    to be  $127,000.   The provision  of these  funds shall
                    constitute a  capital investment by EIF  into Kelar and
                    not a loan.

               i)   EIF  will provide  Kelar  with  the  necessary  working
                    capital in the  future to enable  Kelar to achieve  its
                    objectives.   The  parties have  estimated the  working
                    capital  needed in the next six (6) months period to be
                    approximately $250,000.  Kelar, EIF, McMahon and Thomas
                    agree to communicate either in person or over the phone
                    at  least once  a  week to  discuss Kelar's  continuing
                    objectives   and   working  capital   requirements  and
                    coordinate the adequate and timely furnishing of  those
                    requirements.   All such provisions of  working capital
                    shall  constitute capital investments by EIF into Kelar
                    and not loans.

               j)   All  money that  EIF has  advanced to  Kelar  since the
                    acquisition of Kelar by  EIF in December 1994 represent
                    capital  investments  by EIF  into  Kelar  and are  not
                    loans.

          2.   RELEASE OF CLAIMS.  Each party to this Agreement agrees that
               ------------------
               the foregoing consideration represents settlement in full of
               all  outstanding obligations  owed  by the  Parties to  each
               other.   The  Parties, on  behalf of  themselves,  and their
               respective  heirs,  executors, officers,  directors, owners,
               employees,    investors,    shareholders,    administrators,
               predecessors   and  successor   companies/corporations,  and
               assigns,  hereby fully  and forever  release each  other and
               their  respective  heirs,  executors,  officers,  directors,
               owners, employees,  investors, shareholders, administrators,
               predecessors   and  successor   companies/corporations,  and
               assigns, of and from any claim, duty, obligation or cause of
               action relating  to the negotiation and  consummation of the
               Stock Sale Agreement and  the actions of any of  the Parties
               since that  time,  insofar as  those actions  relate to  the
               businesses of  EIF and/or Kelar, whether  presently known or
               unknown,  suspected or  unsuspected,  that any  of them  may
               possess arising from any omissions,  acts or facts that have
               occurred up until and  including the Effective Date  of this
               Agreement,  including, without limitation any and all claims
               that  were raised or could  have been raised  in The Lawsuit
               either  as  affirmative  claims,  cross-claims  or  counter-
               claims.

               The Parties agree that the release set forth in this section
               shall be and remain in effect in all  respects as a complete
               general release  as to the  matters released.   This release
               does  not  extend to  any  obligations  incurred under  this
               Agreement.

          3.   DISMISSAL.   Immediately upon  execution of  this Agreement,
               ---------
               each party shall execute as stipulation and order for 
               dismissal with prejudice of the Lawsuit and shall cause 
               that dismissal with prejudice to  be entered in the  United 
               States District Court for the Northern District of California, 
               Case number C 95-20877 PVT.

          4.   CIVIL CODE SECTION  1542.  The  parties represent that  they
               -----------------------
               are not aware of any claim by any of them other than the 
               claims that are released by this Agreement.  The  Parties
               acknowledge that they have been advised by legal counsel and
               are familiar  with the  provisions of California  Civil Code
               Section 1542, which provides as follows:

                         A  GENERAL  RELEASE DOES  NOT  EXTEND TO
                         CLAIMS WHICH THE  CREDITOR DOES NOT KNOW
                         OR SUSPECT TO EXIST  IN HIS FAVOR AT THE
                         TIME  OF EXECUTING THE RELEASE, WHICH IF
                         KNOWN  BY  HIM,  MUST   HAVE  MATERIALLY
                         AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

                    The Parties, being aware of said code section, agree to
               expressly waive  any rights  they may have  under said  code
               section,  as well as under  any other statute  or common law
               principles of similar effect.

          5.   DISPARAGEMENT.  Each party agrees to refrain from any
               -------------
               disparagement, criticism, defamation, slander of  the other,
               or    tortious   interference   with   the   contracts   and
               relationships of the other.

          6.   NO ADMISSION OF LIABILITY.  The Parties understand and
               -------------------------
               acknowledge that this Agreement constitutes a compromise and
               settlement  of  disputed claims.    No action  taken  by the
               Parties hereto,  or any  of them,  either  previously or  in
               connection with  the Agreement shall be  deemed or construed
               to by (a) an admission of the truth or falsity of any claims
               heretofore made or (b) an acknowledgment or admission by any
               party  of any  fault or  liability  whatsoever to  any other
               party or to any third party.

          7.   COSTS.  The Parties shall each bear their own costs, expert
               -----
               fees, attorneys' fees and  other fees incurred in connection
               with  this Agreement and the Lawsuit.  However, should it be
               necessary for a Party to this  Agreement to employ attorneys
               to obtain performance of the other Party's obligations under
               this Agreement,  the prevailing  party shall be  entitled to
               reasonable attorneys' fee, costs and experts' fees incurred.

          8.   AUTHORITY.  Each Party represents and warrants that the
               ---------
               respective undersigned persons have  the authority to act on
               behalf of each  of the  respective Parties and  to bind  the
               respective Parties and all  who may claim through it  to the
               terms and conditions of this Agreement.  Each Party warrants
               and  represents that there are no liens or claims of lien or
               assignments  in law or equity or otherwise of or against any
               of the claims or causes of action released herein.

          9.   NO REPRESENTATIONS.   Each Party represents that  it has had
               ------------------
               the opportunity to consult with an attorney, and has carefully
               read and understands the scope and effect of this Agreement.
               No party  has relied upon any  representations or statements
               made by any  other party hereto  which are not  specifically
               set forth in this Agreement.

          10.  SEVERABILITY. In the event that any provision hereof becomes
               ------------
               or  is declared by a  court of competent  jurisdiction to be
               illegal,  unenforceable   or  void,  this   Agreement  shall
               continue in full force and effect without said provision.

          11.  ENTIRE AGREEMENT.  This Agreement represents the entire
               ----------------
               agreement and understanding  between and  among the  Parties
               concerning  the  matters  discussed  in  the  recitals,  and
               supersedes  and replaces  any and  all prior  agreements and
               understandings  concerning the  same subject  matter between
               and among the Parties.

          12.  NO ORAL MODIFICATION.  This Agreement may only be amended in
               --------------------
               writing signed by both of the Parties.

          13.  GOVERNING LAW.  This Agreement shall be governed by the laws
               -------------
               of the State of California, and may be enforced by action in
               the courts located in the County of Santa Clara, California.

          14.  EFFECTIVE DATE.  This Agreement is effective as of February
               --------------
               16, 1996.

          15.  COUNTERPARTS.     This   Agreement   may   be  executed   in
               counterparts,
               ------------
               and each counterpart shall have the same force and effect as
               an  original  and  shall  constitute  an effective,  binding
               agreement on the part of each of the undersigned.

          16.  VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
               --------------------------------
               voluntarily  and without  duress or  undue influence  on the
               part or behalf of  the Parties hereto, with the  full intent
               of releasing all claims.  The Parties acknowledge that:

               a)   They have read this Agreement;

               b)   They   have  been   represented  in   the  preparation,
                    negotiation, and  execution of this  Agreement by legal
                    counsel  of   their  own  choice  or   that  they  have
                    voluntarily declined to seek such counsel;

               c)   They  understand  the  terms and  consequences  of this
                    Agreement and of the releases it contains;

               d)   They are fully aware of the legal and binding effect of
                    this Agreement.

               IN WITNESS WHEREOF, the Parties have executed this Agreement
          on the respective dates set forth below.

                                   EIF Holdings, Inc.


          Dated: April 4, 1996     By:    /s/ Mike McGinnis
                 -------              -------------------------------------
                                                Mike McGinnis
                                             Its: President and CEO


                                   Kelar Controls, Inc.


          Dated: April 4, 1996     By:    /s/ Kelly McMahon
                 -------              -------------------------------------
                                                Kelly McMahon
                                             Its: President


                                   American Eco Corporation


          Dated: April 4, 1996     By:    /s/ Mike McGinnis
                 -------              -------------------------------------
                                                Mike McGinnis
                                             Its: President and CEO

                                        Kelly McMahon


          Dated: April 4, 1996     By:    /s/ Kelly McMahon
                 -------              -------------------------------------

                                        Larry Thomas


          Dated: April 4, 1996     By:    /s/ Larry Thomas
                 -------              -------------------------------------

                                        Richard Austin


          Dated: April 4, 1996     By:    /s/ Richard Austin
                 -------              -------------------------------------

                                        Grant Kidani


          Dated: April 4, 1996     By:    /s/ Grant Kidani
                 -------              -------------------------------------